Travers Smith LLP has announced the launch of a force majeure app, an innovative approach to dealing with client requests on force majeure exposure in contracts.
The global spread of Covid-19, and the rapidly escalating measures being introduced by governments, are causing significant business disruption. Businesses may wish to consider reviewing their key commercial contracts to see which contain force majeure provisions that could be triggered by Covid-19. However, this may be challenging where businesses have a large number of contracts requiring review.
To assist its clients through this challenging time, Travers Smith has developed an automated tool to help streamline this process, which the firm is making available free of charge to its clients. The tool allows contracts to be sent in bulk to a centralised mailbox within Travers Smith, which automatically analyses the contract based on pre-defined legal rules. The tool then provides a report which will help businesses decide which contracts they should prioritise for more detailed analysis.
The tool can be accessed by Travers Smith's clients sending an email to a predefined mailbox, attaching the contracts that need reviewing. The tool has been programmed to identify the key terms and phrases that are commonly seen in force majeure provisions. It will then produce an email reply, attaching a summary report in Word and, where more than one document has been attached, an additional report in Excel format.
For each contract, the report will indicate:
- if there is force majeure-type wording
- if there is wording relating to pandemics, epidemics or illness
- if there is wording relating to government action
- if there is generic force majeure-type wording relating to events beyond the parties' reasonable control
- if there is wording which indicates presence of a termination right linked to force majeure.
The report will also extract relevant wording from the contract for review.
The tool is not guaranteed to be accurate in all cases and is intended to be used when reviewing business-to-business contracts, not business-to-consumer contracts (where different considerations under consumer protection law apply). The main value of the tool is in helping clients prioritise their contracts which may require further review. It is accompanied by a guidance note which also includes a checklist of points for clients to consider in relation to contracts identified as requiring more detailed review.
Richard Brown, Partner, Commercial, IP and Technology, says: "We are very conscious of how challenging these times are for clients and wanted to develop a solution that quickly helps prioritise areas of possible contractual risk or exposure triggered by the pandemic. The thinking behind this offering is to help them navigate through the next few weeks and months by accelerating their ability to assess which contracts require attention or further analysis."
Louisa Chambers, Partner, Commercial, IP and Technology, says: "In these unprecedented and difficult times, one of our top priorities is to do all we can to help our clients. We've developed a tech product, free to our clients, which will help them to assess their contracts for force majeure-related risks."
Shawn Curran, Head of Legal Technology, says "We think how we are delivering this software is on-point with the current market. Clients simply email us their contracts, as they would their lawyer, and we provide a fully automated review using a combination of our legal expertise and internally developed machine learning capabilities. There is no messing about with portal logins and the question of "where is my data going". We expect to re-use this delivery mechanism across many review processes.”
